RESOLUTION
concerning
AUTHORIZATION TO BORROW FROM THE STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY, IN AN AMOUNT NECESSARY FOR THE PURPOSE OF FINANCING FROM TIME TO TIME THE REFUNDING OF ALL OR PORTIONS OF ANY CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY REVENUE BONDS AND RELATED EXPENSES AND FINANCING COSTS, AUTHORIZATION TO PLEDGE CERTAIN REVENUES AND THE ENTRY INTO VARIOUS AGREEMENTS WITH THE CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY TO SECURE SUCH LOANS AND THE BONDS
May 6, 2005
WHEREAS, The Board of Trustees for the Connecticut State University System (CSU) has requested, and may request in the future, the State of Connecticut Health and Educational Facilities Authority (CHEFA) to issue its revenue bonds pursuant to the provisions of the State of Connecticut Health and Educational Facilities Authority Act, being Chapter 187 of the General Statutes of Connecticut, as amended, including Public Act No. 95-270 (the CHEFA Act) to (i) accomplish the refunding by CHEFA of certain of its now outstanding or hereinafter outstanding revenue bonds which were or may be issued on behalf of CSU; (ii) to fund the Special Capital Reserve Fund in an amount equal to the Required Minimum Capital Reserve Requirement; and (iii) to fund the issuance costs; and
WHEREAS, CHEFA will submit to CSU for approval and execution in the name of and on behalf of CSU, various agreements, contracts, and other instruments, which may include, without limitation, loan agreements, pursuant to which CSU will be obligated to make payments of the principal of, premium, if any, and interest on CHEFA's refunding bonds, and will secure its repayment obligations by pledge of revenues of the University Fee, and all or part of revenues from Student Parking Fees and Housing Fees at Southern Connecticut State University, Eastern Connecticut State University, Western Connecticut State University and Central Connecticut State University as are necessary to secure the refunding bonds, and certain other charges of CSU; tax compliance agreements pertaining to certain representations and agreements of CSU to preserve the tax exemption on CHEFA's refunding bonds; representation and indemnity agreements, pursuant to which CSU will make various representations and indemnifications in connection with the sale and issuance of CHEFA's refunding bonds; continuing disclosure agreements, pursuant to which CSU will agree to provide financial statements and other operating data to the secondary bond market; environmental indemnity agreements, pursuant to which CSU will make various representations and indemnifications concerning environmental and related matters; official statements pursuant to which CHEFA's refunding bonds will be sold, and other documents and agreements requested by CHEFA which are necessary or appropriate to effectuate the refinancings; and CSU will issue its notes to secure its obligations under the loan agreements; and
WHEREAS, The Board of Trustees for the Connecticut State University System is requesting assistance from CHEFA in connection with the refundings; now therefore be it
RESOLVED, That the Board of Trustees for the Connecticut State University System approves the following provisions for authorization of CSU to borrow from CHEFA from time to time as described below, provided that the net savings of any refunding issue shall be at least 3.00% of the par amount of the refunded bonds and the aggregate net savings shall not be less than $250,000 on a present value basis:
Section 1. That the action of the officers of CSU, in submitting a request to CHEFA in the name of and on behalf of CSU in connection with refunding certain portions of CHEFA's revenue bonds, be and the same is hereby ratified and approved and any future similar request of officers of CSU is hereby authorized.
Section 2. That CSU borrow a sum not to exceed the amount necessary from CHEFA to be used for the purpose of refunding from time to time certain portions of CHEFA's revenue bonds, funding of a Special Capital Reserve Fund and paying costs of the refinancing.
Section 3. That the Board hereby approves the pledge to CHEFA, in order to secure the refinancing, for the purposes and in accordance with the provisions of the CHEFA Act and Public Act No. 95-270, of all or any part of CSU's right, title and interest in and to any revenues of the University Fee, any revenues of Student Parking Fees and Housing Fees at Southern Connecticut State University, Eastern Connecticut State University, Western Connecticut State University and Central Connecticut State University as are necessary to secure the refunding bonds, and certain other charges of CSU presently owned or hereafter acquired.
Section 4. That the Board hereby approves, as further security for the refinancing, that CHEFA's refunding bonds are secured by a State Special Capital Reserve Fund (SCRF) as provided for in the CHEFA Act and, in particular, Section 10a-186a of the General Statutes, as amended, including Public Act No. 95-270, to be funded with proceeds of CHEFA's refunding bonds or transferred funds in the SCRF for the refunded bonds.
Section 5. That the Board hereby authorizes the Chancellor, and in his absence, the Chief Financial Officer of CSU, for and in the name of and on behalf of CSU, to execute one or more loan agreements and notes in as many counterparts as may be necessary, said loan agreements and notes to be in such form as such officer shall approve, such approval to be conclusively evidenced by such execution.
Section 6. That the Chancellor, and in his absence, the Chief Financial Officer of CSU, are further authorized for and in the name of and on behalf of CSU, to execute and deliver, in the manner provided in Section 5 of this resolution, any and all other financing documents and written agreements, contracts, evidences of indebtedness, certifications and other instruments to which CSU may be or become a party or which may be required to be executed and delivered in the name of and on behalf of CSU, including but not limited to the establishment of one or more accounts dedicated to make the payments required to be made to CHEFA or to secure CHEFA's refunding bonds, and a pledge of revenues from the University Fee, and all or part of revenues from Student Parking Fees and Housing Fees at Southern Connecticut State University, Eastern Connecticut State University, Western Connecticut State University and Central Connecticut State University as are necessary to secure the refunding bonds, as shall be determined by the Chancellor, and in his absence, the Chief Financial Officer of CSU, and certain other charges of CSU, all such agreements, contracts and other instruments to be in such form as such officers may approve, such approval to be conclusively evidenced by such execution.
Section 7. That the Board hereby authorizes the Chancellor, and in his absence, the Chief Financial Officer of CSU, to approve, for and in the name of and on behalf of CSU, the use in Official Statements of CHEFA of information with respect to CSU, and to execute and deliver to CHEFA letters for use in Official Statements of CHEFA, such letters to be in such form as such officer may approve, such approval to be conclusively evidenced by such execution.
Section 8. That the Chancellor, and in his absence the Chief Financial Officer of CSU, is further hereby authorized, for and in the name of and on behalf of CSU, to approve or to execute, as appropriate, any or all instruments in connection with CHEFA's refunding bonds to be issued for the purposes herein approved; and any Trust Indenture between CHEFA and the Trustee to be selected by CHEFA; and any Escrow Agreement between CHEFA and the Trustee; and any other agreement, instrument or document necessary or useful to consummate the refinancing through CHEFA and the investment and escrow of the proceeds of the refunding Bonds; and to cooperate with CHEFA in the issuance and sale of CHEFA's refunding bonds and the investment and escrow of the proceeds of the refunding bonds.
Section 9. It is the intention of the Board by this resolution to authorize the officers of CSU hereinabove named without further action by the Board, to approve all of the terms of CHEFA's refunding bonds, the terms of the loan from CHEFA, including the date, amount, interest rates, interest periods, maturities and financial and other covenants.
Section 10. The officers of CSU are, and each of them hereby is, authorized and directed to perform and take such other actions as may be desirable, necessary, proper or convenient to accomplish the intent and purposes expressed herein, and the performance thereof by such officer shall be conclusive as to the approval by such officer of the terms thereof; and be it further
RESOLVED, That the resolution shall take effect immediately upon its adoption and shall remain in effect until either amended or rescinded.
A Certified True Copy:
Lawrence D. McHugh
Chairman
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